4//SEC Filing
DOMINOS PIZZA INC 4
Accession 0001140361-11-049982
$DPZCIK 0001286681operating
Filed
Oct 19, 8:00 PM ET
Accepted
Oct 20, 8:40 PM ET
Size
14.0 KB
Accession
0001140361-11-049982
Insider Transaction Report
Form 4
Scout Capital LLC
10% Owner
Transactions
- Sale
Common Stock
2011-10-18$28.47/sh−20,000$569,400→ 5,810,000 total(indirect: See Notes) - OtherSwap
Total Return Swap
2011-10-18+1→ 1 total(indirect: See Notes)Exercise: $28.94Exp: 2012-11-16→ Common Stock (105,000 underlying) - Sale
Common Stock
2011-10-18$28.42/sh−60,000$1,705,212→ 5,830,000 total(indirect: See Notes)
SCOUT CAPITAL MANAGEMENT LLC
10% Owner
Transactions
- Sale
Common Stock
2011-10-18$28.47/sh−20,000$569,400→ 5,810,000 total(indirect: See Notes) - OtherSwap
Total Return Swap
2011-10-18+1→ 1 total(indirect: See Notes)Exercise: $28.94Exp: 2012-11-16→ Common Stock (105,000 underlying) - Sale
Common Stock
2011-10-18$28.42/sh−60,000$1,705,212→ 5,830,000 total(indirect: See Notes)
Footnotes (7)
- [F1]The Reporting Persons became a 10% owner as a result of the Issuer's buyback program.
- [F2]In addition to Scout Capital Management, L.L.C., a Delaware limited liability company ("Scout Capital Management"), this Form 4 is being filed jointly by Scout Capital, L.L.C., a Delaware limited liability company ("Scout Capital"), Adam Weiss, a citizen of the United States of America and James Crichton, a citizen of the United States of America (collectively, the "Reporting Persons"), each may be deemed to have a pecuniary interest in the securities owned by it. The address of the business office of Scout Capital Management and Mr Crichton is 640 Fifth Avenue, 22nd Floor, New York, NY 10019. The address of the business office of Mr. Weiss is 160 Forest Avenue, Palo Alto, CA 94301.
- [F3]Scout Capital Management serves as the investment manager to Scout Capital Partners II, L.P., a Delaware limited partnership, Scout Capital Long Term, L.P., a Delaware limited partnership, Scout Capital Master Fund, Ltd., a Cayman Islands exempted company, and Scout Capital Long Term Master, Ltd., a Cayman Islands exempted company (collectively, the "Funds"), with respect to the shares of Common Stock directly owned by the Funds.
- [F4]The Reporting Persons may be deemed to be the beneficial owner of the securities set forth above for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934.
- [F5]The Reporting Persons disclaim any beneficial ownership of any of the securities set forth above, except to the extent of any pecuniary interest therein.
- [F6]The total return swaps set forth on Table II do not give any of the Funds or the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the issuer and do not require the counterparty thereto to acquire, hold, vote or dispose of any securities of the issuer.
- [F7]Under the terms of the cash-settled total return swaps (i) If the Final Price is less than the reference price referred to in column 2 of the table above, the Funds will be obligated to pay to the counterparty the difference multiplied by the number of shares of Common Stock subject to the swap on settlement date, and (ii) If the Final Price is greater than the reference price referred to in column 2 of the table above, the Counterparty will be obligated to pay to the Funds the difference multiplied by the number of shares of Common Stock subject to the swap on settlement date. In either case, the Funds will be obligated to pay interest to the counterparty on a monthly basis at the rates set forth in the applicable contracts. Any dividends notionally paid on the number of shares subject to the swap during the term of the swap will be paid to the Funds. All balances will be cash settled.
Documents
Issuer
DOMINOS PIZZA INC
CIK 0001286681
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001286681
Filing Metadata
- Form type
- 4
- Filed
- Oct 19, 8:00 PM ET
- Accepted
- Oct 20, 8:40 PM ET
- Size
- 14.0 KB